[Federal Register Volume 72, Number 228 (Wednesday, November 28, 2007)]
[Notices]
[Pages 67328-67332]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-23112]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56832; File No. SR-NYSEArca-02007-102]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change to 
Trade Units of the United States 12 Month Oil Fund, LP and the United 
States 12 Month Natural Gas Fund, LP Pursuant to Unlisted Trading 
Privileges

November 21, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on October 2, 2007, NYSE Arca, Inc. (the ``Exchange''), through its 
wholly owned subsidiary, NYSE Arca Equities, Inc. (``NYSE Arca 
Equities''), filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been substantially prepared by the Exchange. 
This order provides notice of the proposed rule change and approves the 
proposed rule change on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to trade pursuant to unlisted trading 
privileges (``UTP'') units (``Units'') of the United States 12 Month 
Oil Fund, LP (``12 Month Oil Fund'') and the United States 12 Month 
Natural Gas Fund, LP (``12 Month Natural Gas Fund'') (each, a 
``Partnership,'' and collectively, the ``Partnerships''). The text of 
the proposed rule change is available at the Exchange's principal 
office, the Commission's Public Reference Room, and http://www.nyse.com.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item III below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Under NYSE Arca Equities Rule 8.300, which sets forth criteria to 
permit the trading of Partnership Units \3\ either by listing or 
pursuant to UTP, the Exchange proposes to trade pursuant to UTP the 
Units of each Partnership. The Commission has approved the listing and 
trading of such Units on the American Stock Exchange LLC (``Amex'').\4\
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    \3\ NYSE Arca Equities Rule 8.300(b)(2) defines Partnership 
Units as securities issued by a partnership that invests in any 
combination of futures contracts, options on futures contracts, 
forward contracts, commodities, and/or securities and that are 
redeemed daily in specified aggregate amounts at net asset value 
(``NAV'').
    \4\ See Securities Exchange Act Release No. 56831 (November 21, 
2007) (SR-Amex-2007-98) (granting approval to list and trade the 
Units on Amex); Securities Exchange Act Release No. 56719 (October 
29, 2007), 72 FR 62277 (November 2, 2007) (SR-Amex-2007-98) 
(providing notice of Amex's proposal to list and trade the Units) 
(``Amex Notice'').
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    Ownership of each Partnership Unit represents a fractional 
undivided unit of a beneficial interest in the net assets of the 
applicable Partnership.\5\ The net assets of each of the Partnerships 
will consist primarily of investments in futures contracts for crude 
oil, heating oil, gasoline, natural gas, and other petroleum-based 
fuels that are traded on

[[Page 67329]]

the New York Mercantile Exchange (``NYMEX''), Intercontinental Exchange 
(``ICE Futures''), or other U.S. and foreign exchanges (collectively, 
the ``Futures Contracts''). In the case of the 12 Month Oil Fund, the 
predominant investments are expected to be based on, or related to, 
crude oil. Similarly, for the 12 Month Natural Gas Fund, the 
predominant investments are expected to be based on, or related to, 
natural gas.
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    \5\ Each Partnership is a commodity pool that will issue Units 
that may be purchased and sold on the Exchange.
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    The investment objective of the 12 Month Oil Fund is for the 
changes in percentage terms of a Unit's NAV to reflect the changes in 
percentage terms of the price of light, sweet crude oil delivered to 
Cushing, Oklahoma, as measured by the changes in the average prices of 
12 crude oil futures contracts traded on NYMEX (the ``Oil Benchmark 
Futures Contracts''), less the 12 Month Oil Fund's expenses. The 
investment objective of the 12 Month Natural Gas Fund is for changes in 
percentage terms of a Unit's NAV to reflect the changes in percentage 
terms of the price of natural gas delivered to Henry Hub, Louisiana, as 
measured by the changes in the average of the prices of 12 futures 
contracts on natural gas traded on NYMEX (the ``Natural Gas Benchmark 
Futures Contracts''), less the 12 Month Natural Gas Fund's expenses.\6\
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    \6\ A detailed discussion of the crude oil, gasoline, heating 
oil, and natural gas markets; futures regulation and the structure 
and regulation of the Partnerships; investment strategies (including 
specific crude oil- and natural gas-related investments), 
objectives, procedures, and policies; impact of accountability and 
position limits on the Futures Contracts; creations and redemptions 
of baskets of Units; arbitrage; Partnership termination events; and 
calculation methodology of the NAV for the Units, among others, can 
be found in the Amex Notice. In addition, information regarding the 
Partnerships and the investment manager for each Partnership, the 
manner in which the Units will be offered and sold, and the 
investment strategy of the 12 Month Oil Fund and the 12 Month 
Natural Gas Fund is included in respective registration statements 
of the Partnerships regarding the offering of the Units filed with 
the Commission under the Securities Act of 1933. See 12 Month Oil 
Fund Form S-1 filed July 5, 2007, as amended (File No. 333-144348); 
12 Month Natural Gas Fund Form S-1 filed July 6, 2007 (File No. 333-
144409).
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    The Exchange represents that quotes and last-sale information for 
the Futures Contracts are widely disseminated through a variety of 
market data vendors worldwide. The daily settlement prices for the 
NYMEX-traded Futures Contracts are publicly available on the NYMEX Web 
site at http://www.nymex.com, and real-time futures data is available 
by subscription from various financial information services. NYMEX also 
provides delayed futures information on current and past trading 
sessions and market news free of charge on its Web site. The specific 
contract specifications for the Futures Contracts are also available on 
the NYMEX Web site and the ICE Futures Web site at http://www.icefutures.com.
    Amex will disseminate through the facilities of the Consolidated 
Tape Association (``CTA'') an updated Indicative Partnership Value 
(``Indicative Partnership Value''). The Indicative Partnership Value 
for each Partnership will be disseminated on a per-Unit basis at least 
every 15 seconds during the regular trading hours from 9:30 a.m. to 
4:15 p.m. Eastern Time (``ET''). The Indicative Partnership Value is 
based on open-outcry trading of the relevant Oil or Natural Gas 
Benchmark Futures Contracts on NYMEX. Open outcry trading on NYMEX 
closes daily at 2:30 p.m. ET, while NYMEX's energy futures contracts 
are traded on the Chicago Mercantile Exchange's CME Globex[reg] 
electronic trading platform on a 24-hour basis.\7\ After the close of 
open outcry on NYMEX at 2:30 p.m. ET, the Indicative Partnership Value 
will reflect changes to the relevant Benchmark Futures Contracts as 
provided for through CME Globex[reg]. The value of the relevant 
Benchmark Futures Contracts will be available on a 15-second delayed 
basis from 9:30 a.m. to 4:15 p.m. ET.
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    \7\ CME Globex[reg] (``Globex'') is an open-access marketplace 
that operates virtually 24 hours each trading day. Electronic 
trading on Globex is conducted from 6 p.m. ET Sunday through 5:15 
p.m. ET Friday each week. There is a 45-minute break each day 
between 5:15 p.m. ET and 6 p.m. ET.
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    While NYMEX is open for trading, the Indicative Partnership Value 
can be expected to closely approximate the value per Unit of the Basket 
Amount. However, during Exchange trading hours when the Futures 
Contracts have ceased trading in NYMEX's open outcry, spreads and 
resulting premiums or discounts may widen and, therefore, increase the 
difference between the price of the Units and the NAV of the Units. The 
Exchange submits that the Indicative Partnership Value disseminated 
from 9:30 a.m. to 4:15 p.m. ET, on a per-Unit basis, should not be 
viewed as a real-time update of the NAV, which is calculated only once 
daily.
    Amex will make available on its Web site at http://www.amex.com the 
following information: (1) The prior business day's NAV and the 
reported closing price; (2) the mid-point of the bid-ask price in 
relation to the NAV as of the time the NAV is calculated (``Bid-Ask 
Price''); \8\ (3) calculation of the premium or discount of such price 
against such NAV; (4) data in chart form displaying the frequency 
distribution of discounts and premiums of the Bid-Ask Price against the 
NAV, within appropriate ranges for each of the four previous calendar 
quarters; (5) the prospectus and the most recent periodic reports filed 
with the Commission or required by the Commodity Futures Trading 
Commission (``CFTC''); and (6) other applicable quantitative 
information.
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    \8\ The Bid-Ask Price of Units is determined using the highest 
bid and lowest offer as of the time of calculation of the NAV.
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    The total portfolio composition of the 12 Month Oil Fund and the 12 
Month Natural Gas Fund will be disclosed each business day that Amex is 
open for trading on their respective Web sites at http://www.unitedstates12monthoilfund.com and http://www.unitedstates12monthnaturalgasfund.com. The 12 Month Oil Fund's Web 
site disclosure of portfolio holdings will be made daily and will 
include, as applicable, the name and value of each Futures Contract and 
other crude oil-related investments (``Crude Oil Interests''), the 
specific types and characteristics of the Crude Oil Interests, short-
term obligations of the United States of two years or less 
(``Treasuries''), and the amount of cash and cash equivalents held in 
the portfolio of the 12 Month Oil Fund. The 12 Month Natural Gas Fund's 
Web site disclosure of portfolio holdings will be made daily and will 
include, as applicable, the name and value of each Futures Contract and 
other natural gas-related investments (``Natural Gas Interests''), the 
specific types and characteristics of the Natural Gas Interests, 
Treasuries, and the amount of cash and cash equivalents held in the 
portfolio of the 12 Month Natural Gas Fund.
    The public Web site disclosure of the portfolio composition of each 
of the 12 Month Oil Fund and the 12 Month Natural Gas Fund will 
coincide with the disclosure on each business day of the NAV for the 
applicable Units and the Basket Amount \9\ (for orders placed during 
the day) for each Partnership. Therefore, the same portfolio 
information will be provided on the public Web site for each 
Partnership as well as in the facsimile or e-mail

[[Page 67330]]

message to Authorized Purchasers containing the NAV and Basket Amount 
(``Daily Dissemination''). The format of the public Web site disclosure 
and the Daily Dissemination will differ because the public Web site 
will list all portfolio holdings while the Daily Dissemination will 
provide the portfolio holdings in a format appropriate for Authorized 
Purchasers, i.e., the exact components of a Creation Unit.
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    \9\ A ``Basket Amount'' is the amount equal to the NAV per Unit, 
times 100,000 Units (each such aggregation of Units, a ``Basket'') 
calculated for the purpose of issuing Baskets to Authorized 
Purchasers. See Amex Notice, supra note 4, 72 FR at 62283. An 
``Authorized Purchaser'' is a person, who, at the time of submitting 
an order to create or redeem Units, is (1) a registered broker-
dealer or other market participant, such as a bank or other 
financial institution, that is exempt from broker-dealer 
registration; and (2) a Depository Trust Company participant. See 
Amex Notice, supra note 4, 72 FR at 62282 n.14.
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    Each Partnership's NAV will be calculated and disseminated 
daily.\10\ Amex disseminates for each Partnership on a daily basis by 
means of the CTA/Consolidated Quote (``CQ'') High Speed Lines 
information with respect to the Indicative Partnership Value, recent 
NAV, Units outstanding, Basket Amount, and Deposit Amount.\11\ Amex 
will also make available on its Web site daily trading volume, closing 
prices, and the NAV for the Units.
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    \10\ Amex will obtain a representation from each Partnership 
that the respective NAV per Unit will be calculated daily and made 
available to all market participants at the same time. See Amex 
Notice, supra note 4, 72 FR at 62283 n.18.
    \11\ The ``Deposit Amount'' is the amount transferred from a 
purchaser to Brown Brothers Harriman & Co. for the purpose of 
purchasing a Basket of Units. See Amex Notice, supra note 4, 72 FR 
at 62283.
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    The Exchange represents that it will cease trading the Units of a 
Partnership if the listing market stops trading the Units. The Exchange 
states further that UTP trading in the Units is governed by the trading 
halts provisions of NYSE Arca Equities Rule 7.34 relating to temporary 
interruptions in the calculation or wide dissemination of an Indicative 
Partnership Value or the value of the applicable underlying Benchmark 
Futures Contracts.\12\ In addition, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Units. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Units inadvisable. These may include: (1) The extent to 
which trading is not occurring in the underlying Futures Contracts; or 
(2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. In addition, 
trading in the Units could be halted pursuant to the Exchange's 
``circuit breaker'' rule \13\ or by the halt or suspension of trading 
of the underlying securities.
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    \12\ The Exchange states that NYSE Arca Equities Rule 7.34(a) 
literally addresses temporary interruptions in the calculation or 
wide dissemination of the Indicative Intra-Day Value and the value 
of an underlying index. The Units of each Partnership, however, do 
not have an underlying index, but have underlying Benchmark Futures 
Contracts. Therefore, the Exchange hereby represents that the 
provisions in NYSE Arca Equities Rule 7.34(a) that address 
interruptions in the calculation or wide dissemination of the value 
of an underlying index shall also apply, in this case, to 
interruptions in the calculation or wide dissemination of the value 
of the underlying Benchmark Futures Contracts.
    \13\ See NYSE Arca Equities Rule 7.12.
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    The Exchange deems the Units to be equity securities, thus 
rendering trading in the Units subject to the Exchange's existing rules 
governing the trading of equity securities. Units will trade on the 
Exchange from 4 a.m. to 8 p.m. ET in accordance with NYSE Arca Equities 
Rule 7.34 (Opening, Core, and Late Trading Sessions). The Exchange 
represents that it has appropriate rules to facilitate transactions in 
the Units during all trading sessions.
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative products to monitor trading in the 
Units. The Exchange represents that these procedures are adequate to 
properly monitor Exchange trading of the Units in all trading sessions 
and to deter and detect violations of Exchange rules. The Exchange 
notes that NYSE Arca Equities Rule 8.300(e) sets forth certain 
restrictions on ETP Holders \14\ acting as registered Market Makers in 
Units to facilitate surveillance.
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    \14\ ``ETP Holder'' means a sole proprietorship, partnership, 
corporation, limited liability company, or other organization in 
good standing that has been issued an Equity Trading Permit or 
``ETP.'' An ETP Holder must be a registered broker or dealer 
pursuant to Section 15 of the Act, 15 U.S.C. 78o(b).
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    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges who are members or 
affiliates of the ISG. In addition, the Exchange has an information 
sharing agreement in place with each of NYMEX and ICE Futures for the 
purpose of providing information in connection with trading in or 
related to futures contracts traded on NYMEX and ICE Futures, 
respectively. To the extent that a Partnership invests in Crude Oil 
Interests or Natural Gas Interests traded on other exchanges, the 
Exchange will seek to enter into information sharing agreements with 
those particular exchanges.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin (``Bulletin'') of the special 
characteristics and risks associated with trading the Units. 
Specifically, the Bulletin will discuss the following: (1) The risks 
involved in trading the Units during the Opening and Late Trading 
Sessions when an updated Indicative Partnership Value will not be 
calculated or publicly disseminated; \15\ (2) the procedures for 
purchases and redemptions of Units in Baskets (and that Units are not 
individually redeemable); (3) NYSE Arca Equities Rule 9.2(a), which 
imposes a duty of due diligence on its ETP Holders to learn the 
essential facts relating to every customer prior to trading the Units; 
(4) how information regarding the Indicative Partnership Value is 
disseminated; (5) the requirement that ETP Holders deliver a prospectus 
to investors purchasing newly issued Units prior to or concurrently 
with the confirmation of a transaction; and (6) trading information. In 
addition, the Bulletin will reference that each Partnership is subject 
to various fees and expenses described in the relevant registration 
statement; there is no regulated source of last-sale information 
regarding physical commodities; the Commission has no jurisdiction over 
the trading of crude oil, natural gas, heating oil, gasoline, or other 
petroleum-based fuels; and the CFTC has regulatory jurisdiction over 
the trading of crude-oil-based and natural-gas-based futures contracts 
and related options. The Bulletin will also discuss any exemptive, no-
action, or interpretive relief granted by the Commission from any rules 
under the Act. The Bulletin will also disclose that the NAV for the 
Units will be calculated after 4 p.m. ET each trading day.
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    \15\ See NYSE Arca Equities rule 7.34(e) (Customer Disclosures).
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\16\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\17\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and to remove impediments to and perfect 
the mechanism of a free and open market and a national market system. 
In addition, the Exchange believes that the proposed rule change is 
consistent with Rule 12f-5 under the Act \18\ because the Exchange 
deems the Units to be equity securities, thus rendering trading in the 
Units subject to the Exchange's existing rules governing the trading of 
equity securities.
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    \16\ 15 U.S.C. 78f(b).
    \17\ 15 U.S.C. 78f(b)(5).
    \18\ 17 CFR 240.12f-5.

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[[Page 67331]]

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    Written comments on the proposed rule change were neither solicited 
nor received.

III. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-NYSEArca-2007-102 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2007-102. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal offices of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2007-102 and should 
be submitted on or before December 19, 2007.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\19\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\20\ which 
requires that an exchange have rules designed, among other things, to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market and a national 
market system, and, in general, to protect investors and the public 
interest. The Commission believes that this proposal should benefit 
investors by increasing competition among markets that trade the Units. 
The Commission notes that it previously approved for trading on the 
Exchange pursuant to UTP Partnership Units issued by the United States 
Oil Fund, LP and the United States Natural Gas Fund, LP, which are 
similar to the Units that the Exchange proposes to trade herein.\21\
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    \19\ In approving this rule change, the Commission notes that it 
has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \20\ 15 U.S.C. 78f(b)(5).
    \21\ See Securities Exchange Act Release No. 53875 (May 25, 
2006), 71 FR 32164 (June 2, 2006) (SR-NYSEArca-2006-11) (approving 
NYSE Arca Equities Rule 8.300 and the trading of Partnership Units 
of the United States Oil Fund, LP pursuant to UTP); Securities 
Exchange Act Release No. 56042 (July 11, 2007), 72 FR 39118 (July 
17, 2007) (SR-NYSEArca-2007-45) (approving the trading of 
Partnership Units of the United States Natural Gas Fund, LP pursuant 
to UTP).
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    In addition, the Commission finds that the proposal is consistent 
with Section 12(f) of the Act,\22\ which permits an exchange to trade, 
pursuant to UTP, a security that is listed and registered on another 
exchange.\23\ The Commission notes that it has approved the original 
listing and trading of the Units on Amex.\24\ The Commission finds that 
the proposal is consistent with Rule 12f-5 under the Act,\25\ which 
provides that an exchange shall not extend UTP to a security unless the 
exchange has in effect a rule or rules providing for transactions in 
the class or type of security to which the exchange extends UTP. The 
Exchange has represented that it meets this requirement because it 
deems the Units to be equity securities, thus rendering trading in the 
Units subject to the Exchange's existing rules governing the trading of 
equity securities.
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    \22\ 15 U.S.C. 78l(f).
    \23\ Section 12(a) of the Act, 15 U.S.C. 78l(a), generally 
prohibits a broker-dealer from trading a security on a national 
securities exchange unless the security is registered on that 
exchange pursuant to Section 12 of the Act. Section 12(f) of the Act 
excludes from this restriction trading in any security to which an 
exchange ``extends UTP.'' When an exchange extends UTP to a 
security, it allows its members to trade the security as if it were 
listed and registered on the exchange even though it is not so 
listed and registered.
    \24\ See supra note 4.
    \25\ 17 CFR 240.12f-5.
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    The Commission further believes that the proposal is consistent 
with Section 11A(a)(1)(C)(iii) of the Act,\26 \which sets forth 
Congress' finding that it is in the public interest and appropriate for 
the protection of investors and the maintenance of fair and orderly 
markets to assure the availability to brokers, dealers, and investors 
of information with respect to quotations for and transactions in 
securities. Quotations for and last-sale information regarding the 
Units will be disseminated through the Consolidated Quotation System 
and CTA, respectively.\27\ In addition, Amex will disseminate a variety 
of information for each Partnership on a daily basis through the 
facilities of the CTA/CQ High Speed Lines including the Indicative 
Partnership Value on a per-Unit basis, at least every 15 seconds during 
regular Amex trading hours, the recent NAV, the number of Units 
outstanding, the Basket Amount, and the Deposit Amount. The daily 
closing and settlement prices for the NYMEX-traded Futures Contracts 
held by each Partnership, delayed futures information on current and 
past trading sessions, and market news are publicly available on the 
NYMEX Web site. Quotations and last-sale information for the Futures 
Contracts are widely disseminated through a variety of market data 
vendors worldwide. Amex's Web site contains information related to the 
NAV, the premium or discount of the Bid-Ask Price against the NAV, the 
prospectus and other periodically-filed reports, daily trading volume 
data, Unit

[[Page 67332]]

closing prices, and other quantitative information. Finally, the 12 
Month Oil Fund and the 12 Month Natural Gas Fund's Web sites will 
disclose, on each business day that the Amex is open for trading, the 
total portfolio composition.
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    \26\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
    \27\ E-mail from Timothy J. Malinowski, Director, NYSE Euronext, 
to Edward Cho, Special Counsel, Division of Trading and Markets, 
Commission, dated November 15, 2007 (confirming the dissemination of 
information concerning quotations and last-sale information).
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    The Commission also believes that the Exchange's trading halt rules 
are reasonably designed to prevent trading in the Units when 
transparency is impaired. Existing NYSE Arca Equities Rule 7.34(a)(4), 
which will apply to the trading of the Units, provides that, if the 
Benchmark Futures Contract or Indicative Partnership Value is no longer 
calculated or disseminated as required (a) during the Opening Session 
(4 a.m. to 9:30 a.m. ET), the Exchange may continue to trade the Units 
for the remainder of the Opening Session; (b) during the Core Trading 
Session (9:30 a.m. to 4 p.m. ET), the Exchange must halt trading in the 
Units; and (c) during the Late Trading Session (4 p.m. to 8 p.m. ET), 
the Exchange may continue trading in the Units only if the original 
listing market traded such Units until the close of its regular trading 
session without halt. If the Benchmark Futures Contract or Indicative 
Partnership Value continues not to be calculated or disseminated as of 
the next business day's Opening Session, the Exchange will not commence 
trading in the Units in such Opening Session.\28\
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    \28\ The Exchange may resume trading in the Units only if the 
calculation and dissemination of the Benchmark Futures Contract or 
Indicative Partnership Value resumes, or trading in the Units 
resumes in the original listing market. See NYSE Arca Equities Rule 
7.34(a)(4)(C)(2).
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    The Commission notes that, if the Units should be delisted by the 
listing exchange, the Exchange would no longer have authority to trade 
the Units pursuant to this order.
    In support of this proposal, the Exchange has made the following 
representations:
    (1) The Exchange's surveillance procedures are adequate to properly 
monitor the trading of the Units on a UTP basis during all trading 
sessions.
    (2) The Exchange would inform its ETP Holders in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Units, including risks inherent with trading the Units 
during the Opening and Late Trading Sessions when the updated 
Indicative Partnership Value is not calculated and disseminated and 
suitability recommendation requirements.
    (3) The Exchange would require its members to deliver a prospectus 
to investors purchasing Units prior to or concurrently with a 
transaction in such Units and will note this prospectus delivery 
requirement in the Information Bulletin.
    This approval order is based on the Exchange's representations.
    The Commission finds good cause for approving this proposal before 
the thirtieth day after the publication of notice thereof in the 
Federal Register. As noted above, the Commission has approved the 
original listing and trading of the Units on Amex.\29\ The Commission 
presently is not aware of any regulatory issue that should cause it to 
revisit that finding or would preclude the trading of the Units on the 
Exchange pursuant to UTP. Accelerating approval of this proposal should 
benefit investors by creating, without undue delay, additional 
competition in the market for such Units.
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    \29\ See supra note 4.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\30\ that the proposed rule change (SR-NYSEArca-2007-102) be, and 
it hereby is, approved on an accelerated basis.
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    \30\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-23112 Filed 11-27-07; 8:45 am]
BILLING CODE 8011-01-P